City Council - Regular Meetings

Please note, residents can share comments in-person, virtually via Zoom using the “Raise Hand” option, during the Regular Meeting, via email or U.S. mail. Written comments will not be read aloud at the meetings. All speakers will be allowed three minutes. Instructions on listening through phone or computer to the meetings are available at www.webstergrovesmo.gov/virtualmeetings. [Please note, due to the ongoing pandemic, masks are recommended.] CITY OF WEBSTER GROVES COUNCIL WORK SESSION AGENDA DATE: TUESDAY – JANUARY 17, 2023 6:30 P.M. LOCATION – CITY HALL IN-PERSON AND VIRTUALLY #4 E. LOCKWOOD AVENUE 1. REVIEW REGULAR AGENDA 2. MAYOR/COUNCIL/CITY MANAGER ISSUES/MEETING UPDATES 3. TOPICS: • Arts Commission Report to Council • Safe Kids, Healthy Communities Workgroup -- Next Steps • Fiscal Year 2023 Quarterly Fiscal Update 4. APPOINTMENTS TO BOARDS & COMMISSIONS 5. EXECUTIVE (CLOSED SESSION) RE: 1. ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS [MO. STATUTE 610.021 (1)] 2. REAL ESTATE [MO. STATUTE 610.021 (2)] 3. PERSONNEL [MO. STATUTE 610.021 (3)] 4. NEGOTIATED CONTRACT [MO. STATUTE 610.021 (12)] 6. ADJOURNMENT  CITY OF WEBSTER GROVES CITY COUNCIL MEETING DATE: TUESDAY – JANUARY 17, 2023 7:30 P.M. LOCATION–CITY HALL-#4 E. LOCKWOOD IN-PERSON AND VIRTUALLY Please note, residents can share comments in-person, virtually via Zoom, using the “Raise Hand” option, via email or U.S. mail. Written comments will not be read aloud at the meetings. All speakers will be allowed three minutes. Instructions on listening through phone/computer to meetings available at www.webstergrovesmo.gov/virtualmeetings. [Please note, due to the ongoing pandemic, masks are recommended.] Welcome to the regular meeting of the City Council. We welcome questions, ideas and comments from persons in attendance. Members of the audience may, however, comment only when recognized by the Mayor or Mayor ProTem if the Mayor is absent. We ask that comments be limited to three minutes in order to complete the agenda within a reasonable time. Comments concerning items not on the agenda should be made during the Remarks of Visitors section of the agenda, near the beginning of the meeting. I. ROLL CALL II. REMARKS FROM THE COMMUNITY AND VISITORS III. NEW BUSINESS - MAYOR, COUNCILMEMBERS, CITY ATTORNEY, CITY MANAGER IV. NEW BUSINESS 1. Bill #9212 – First & Second Reading – An Ordinance Authorizing the City Manager to Execute an Agreement With the Missouri Highways and Transportation Commission Surface Transportation Block Grant (STBG) Program Agreement for the Design and Construction of a Culvert, New Guardrail, New Sidewalk, Curb Ramps and Reconstruction of Concrete Pavement on Elm Avenue at Shady Grove Creek [Federal Project No. STBG-5577(639)] V. APPROVAL OF CONSENT AGENDA 1. Approval of Minutes – January 3, 2023  2. Resolution #2023-01 – Engaging the Services of WM Financial Strategies, as Municipal Advisor to the City, and Gilmore & Bell, P.C., as Bond and Disclosure Counsel to the City VI. APPOINTMENTS TO BOARDS AND COMMISSIONS VII. EXECUTIVE (CLOSED SESSION) RE: 1. ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS [MO. STATUTE 610.021 (1)] 2. REAL ESTATE [MO. STATUTE 610.021 (2)] 3. PERSONNEL [MO. STATUTE 610.021 (3)] 4. NEGOTIATED CONTRACT [MO. STATUTE 610.021 (12)] VIII. ADJOURNMENT Individuals who require an accommodation (sign language, interpreter, listening devices, etc.) to participate in the meeting should contact the City Clerk at 314-963- 5318 (fax number 314-963-7561) or Relay Missouri at 1-800-735-2966 (TDD) at least two working days prior to the meeting. NEXT REGULAR MEETING DATE: TUESDAY – FEBRUARY 7, 2023  BILL #9212 ORDINANCE #9212 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION SURFACE TRANSPORTATION BLOCK GRANT (STBG) PROGRAM AGREEMENT FOR THE DESIGN AND CONSTRUCTION OF A CULVERT, NEW GUARDRAIL, NEW SIDEWALK, CURB RAMPS AND RECONSTRUCTION OF CONCRETE PAVEMENT ON ELM AVENUE AT SHADY GROVE CREEK [FEDERAL PROJECT NO. STBG-5577(639)] WHEREAS, this federal aid project agreement will be with the Missouri Highways and Transportation Commission Surface Transportation Block Grant (STBG) Program for the design and construction of a culvert, new guardrail, new sidewalk, curb ramps and reconstruction of concrete pavement on Elm Avenue at Shady Grove Creek; and WHEREAS, in order for the City to utilize these funds allocated for the project covering 80 percent of the estimated construction, a Missouri Highways and Transportation Commission Agreement must be executed between the City and the Missouri Highways and Transportation Commission. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF WEBSTER GROVES, MISSOURI, AS FOLLOWS: Section 1. The City Council hereby authorizes the City Manager to enter into a Missouri Highways and Transportation Commission Surface Transportation Block Grant Program Agreement with the Missouri Highways and Transportation Commission consistent with the understanding set forth above and substantially in the form of the agreement attached hereto and incorporated herein as Exhibit A. Section 2. This ordinance shall not be printed in the Code of Webster Groves. Section 3. This ordinance shall be effective immediately upon passage and approval as provided by law. PASSED AND APPROVED this ________ day of _____________________, 2023. ________________________________ MAYOR ATTEST: ____________________________________ CITY CLERK  Exhibit A CCO Form: FS11 Approved: 07/96 (KMH) Revised: 10/22 (MWH) Modified: CFDA Number: CFDA #20.205 CFDA Title: Highway Planning and Construction Award name/number: STBG-5577(639) Award Year: 2026 Federal Agency: Federal Highway Administration, Department of Transportation MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION SURFACE TRANSPORTATION BLOCK GRANT (STBG) PROGRAM AGREEMENT THIS STBG AGREEMENT is entered into by the Missouri Highways and Transportation Commission (hereinafter, "Commission") and the City of Webster Groves, St. Louis County, Missouri (hereinafter, "City"). WITNESSETH: WHEREAS, the Infrastructure Investment and Jobs Act (IIJA) 23 U.S.C. §133, authorizes a Surface Transportation Block Grant (STBG) Program to fund transportation related projects; and WHEREAS, the City desires to construct certain improvements, more specifically described below, using such STBG funding; and WHEREAS, those improvements are to be designed and constructed in compliance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations in this Agreement, the parties agree as follows: (1) PURPOSE: The purpose of this Agreement is to grant the use of STBG funds to the City. The improvement contemplated by this Agreement and designated as Project STBG-5577(639) involves: Construct culvert, new guardrail, new sidewalk, curb ramps and reconstruction of concrete pavement. The City shall be responsible for all aspects of the construction of the improvement. (2) LOCATION: The contemplated improvement designated as Project STBG- 5577(639) by the Commission is within the city limits of Webster Groves, Missouri. The general location of the improvement is shown on an attachment hereto marked "Exhibit  CITY OF WEBSTER GROVES January 3, 2023 The City Council met this date in a regular session, in-person in the Council Chambers, and via Zoom, at 7:45 p.m. Present at Roll Call: Mayor Laura Arnold Councilmember Pam Bliss Councilmember David Franklin [Via Zoom] Councilmember Emerson Smith Councilmember Karen D. Alexander Councilmember Sarah Richardson Councilmember Emily Hixson Shepherd A quorum was present. Also present: Dr. Marie Peoples, City Manager Mr. Neil Bruntrager, City Attorney Katie Nakazono, City Clerk REMARKS FROM THE COMMUNITY AND VISITORS Dave Buck, 124 S. Elm Ave. (See Exhibit A) NEW BUSINESS – MAYOR, COUNCILMEMBERS, CITY ATTORNEY, CITY MANAGER No new business. UNFINISHED BUSINESS REOPEN PUBLIC HEARING - TELVA @T THE RIDGE (60 N. GORE AVENUE) An Application By Loryn Crowley For A Conditional Use Permit To Allow A Coffee Shop, No Drive-Thru Use In The Existing Structure Located On A 0.45 Acre Lot At 60 N. Gore Avenue In The “D” Commercial District A motion was made by Councilmember Alexander, seconded by Councilmember Smith, to reopen the public hearing. Mayor Arnold called for the vote to reopen the public hearing. MEMBERS VOTING: AYES: BLISS, FRANKLIN, SMITH, ALEXANDER, RICHARDSON, HIXSON SHEPHERD, ARNOLD NOES: NONE Mayor Arnold stated that the public hearing will be reopened. Mayor Arnold reopened the public hearing so Council could specifically speak to the applicant, Loryn Nalic, about hours of operation, and access to the coffee shop. Mara Perry, Director of Planning & Development, addressed what Council would be discussing with the applicant. Following the discussion, Ms. Nalic stated they would like to open at 6 a.m., and are not opposed to having access from the Gore Avenue entrance. Lynn Cressler, Rolling Ridge, via Zoom, stated January 3, 2023 that she did not have anything to add, except that she is very excited to have the coffee shop open at this location. City Attorney Neil Bruntrager entered the following into the public record: • Additional comments made on January 3, 2023. A motion was made by Councilmember Smith, seconded by Councilmember Hixson Shepherd, to close the public hearing. Mayor Arnold called for the vote to close the public hearing. MEMBERS VOTING: AYES: FRANKLIN, SMITH, ALEXANDER, RICHARDSON, HIXSON SHEPHERD, ARNOLD, BLISS NOES: NONE Mayor Arnold stated that the public hearing will be closed Mayor Arnold stated that the public hearing was closed. BILL #9209 – THIRD READING Prior to the Third Reading of Bill #9209, a motion was made by Councilmember Alexander, seconded by Councilmember Hixson Shepherd, to amend Bill #9209 by adding a new item to Section 1 as follows: “Access to the coffee shop use prior to 6 a.m. opening time will be from the Gore Street entrance.” [Subsections to be renumbered accordingly.] Mayor Arnold called for the vote on the amendment to Bill #9209. MEMBERS VOTING: AYES: SMITH, ALEXANDER, HIXSON SHEPHERD, ARNOLD, FRANKLIN NOES: RICHARDSON, BLISS Mayor Arnold stated that the amendment to Bill #9209 was approved. On motion of Councilmember Hixson Shepherd, seconded by Councilmember Bliss, BILL #9209 - AN ORDINANCE GRANTING A CONDITIONAL USE PERMIT TO TELVA, LLC TO ALLOW A COFFEE SHOP, NO DRIVE-THRU USE ON AN APPROXIMATELY 0.45- ACRE TRACT OF LAND IN AN EXISTING STRUCTURE AT 60 N. GORE AVENUE IN THE “D” COMMERCIAL DISTRICT AND MATTERS RELATED THERETO, having been introduced and read twice on December 20, 2022, was taken up its title read a third time and placed upon its passage to become Ordinance #9209. Mayor Arnold called for the vote on Bill #9209 as amended. MEMBERS VOTING: AYES: ALEXANDER, RICHARDSON, HIXSON SHEPHERD, ARNOLD, BLISS, FRANKLIN, SMITH NOES: NONE Mayor Arnold stated that Bill #9209 was approved as amended. BILL #9210 – THIRD READING On motion of Councilmember Alexander, seconded by Councilmember Bliss, BILL #9210 - AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE, ON BEHALF OF THE CITY OF WEBSTER GROVES, A TEMPORARY CONSTRUCTION EASEMENT TO THE MISSOURI-AMERICAN WATER COMPANY TO RELOCATE THE WATER 2 January 3, 2023 MAIN ALONG N. ELM AVENUE AT KIRKHAM AVENUE FOR THE CULVERT REPLACEMENT PROJECT, having been introduced and read twice on December 20, 2022, was taken up its title read a third time and placed upon its passage to become Ordinance #9210. Mayor Arnold called for the vote on Bill #9210. MEMBERS VOTING: AYES: RICHARDSON, HIXSON SHEPHERD, ARNOLD, BLISS, FRANKLIN, SMITH, ALEXANDER NOES: NONE Mayor Arnold stated that Bill #9210 was approved. BILL #9211 – THIRD READING On motion of Councilmember Bliss, seconded by Councilmember Richardson, BILL #9211 - AN ORDINANCE IMPOSING A SALES TAX AT A RATE OF THREE PERCENT ON ALL TANGIBLE PERSONAL PROPERTY RETAIL SALES OF ADULT USE MARIJUANA SOLD WITHIN THE CITY OF WEBSTER GROVES, MISSOURI, PURSUANT TO ARTICLE XIV, SECTION 2.6(5) OF THE MISSOURI CONSTITUTION SUBJECT TO THE APPROVAL BY THE VOTERS OF THE CITY AT THE GENERAL MUNICIPAL ELECTION TO BE HELD ON APRIL 4, 2023; DESIGNATING THE FORM OF BALLOT; AND DIRECTING THE CITY CLERK TO PROVIDE NOTICE OF SAID ELECTION, having been introduced and read twice on December 20, 2022, was taken up its title read a third time and placed upon its passage to become Ordinance #9211. Mayor Arnold called for the vote on Bill #9211. MEMBERS VOTING: AYES: HIXSON SHEPHERD, ARNOLD, BLISS, FRANKLIN, SMITH, ALEXANDER, RICHARDSON NOES: NONE Mayor Arnold stated that Bill #9211 was approved. CONSENT AGENDA A motion was made by Councilmember Smith, seconded by Councilmember Richardson, to approve the Consent Agenda. Mayor Arnold called for the vote on the Consent Agenda. MEMBERS VOTING: AYES: ARNOLD, BLISS, FRANKLIN, SMITH, ALEXANDER, RICHARDSON, HIXSON SHEPHERD NOES: NONE Mayor Arnold stated that the Consent Agenda was approved. The following Consent Agenda was approved: • Approval of Minutes – December 20, 2022 APPOINTMENTS TO BOARDS AND COMMISSIONS • Mike Clay was appointed to the Library Board. 3 January 3, 2023 EXECUTIVE (CLOSED) SESSION Councilmember Bliss made a motion, which was seconded by Councilmember Richardson, to go into Executive Closed Session per Personnel [MO Statute 610.021 (3)], and Negotiated Contract [Mo Statute 610.021 (12)]. Mayor Arnold called for the vote to go into Executive (Closed) Session. MEMBERS VOTING: AYES: BLISS, FRANKLIN, SMITH, ALEXANDER, RICHARDSON, HIXSON SHEPHERD, ARNOLD NOES: NONE Mayor Arnold stated that they would go into Executive (Closed) Session. ADJOURNMENT There being no further business to come before the City Council, the meeting was adjourned at 9:05 p.m. on motion of the Mayor, duly seconded. PASSED AND APPROVED this _______day of ____________________ 2023. ________________________ Mayor ____________ City Clerk 4  Exhibit A Nakazono, Katie From: Dave Buck <dave@buckstl.com> Sent: Tuesday, January 3, 2023 10:19 PM To: Laura W. Arnold; Pam Bliss; Alexander, Karen; Richardson, Sarah; Emily Hixson Shepherd; David Franklin; Emerson Smith; Peoples, Marie; Peterson, Eric; njbatty@aol.com; Perry, Mara; Starkey, Jenny; Nakazono, Katie; Conrad, Jennifer; Davis, Scott; Rehg, Todd; Curtis, Dale; Ellis, Brett Cc: Toni Hunt; Sebastian Bellomo; Kathy Hart; info@injurylawstl.com; Bill Newhouse; Gerry Welch; Jaime Mowers; Kevin Murphy; Ashley Owens; karen-stout@att.net Subject: Dave Buck's "Remarks from the Community & Visitors" in the 1/3/23 WG City Council Regular Meeting Caution: This is an External Message - Please be cautious when opening links or attachments Happy New Year! This shares TWO simple, easy & free ideas that I think can improve your City Council regular meeting agenda starting with your next meeting on January 17. Both are borrowed from the regular meetings of the Webster Groves School Board, which Emerson should be very familiar with, given his past service on this Board, including Board President. IMMEDIATELY FOLLOWING Katie’s “Roll Call”, and BEFORE “Remarks from the Community & Visitors”, open every meeting by adding TWO things in order: The first is the PLEDGE OF ALLEGIANCE. The flag is right there behind you and has always been there. And all it takes is 10 seconds to recite it. On one hand, the Pledge hasn’t been said once – never to my knowledge – in a City Council meeting in the 23 years I have lived in Webster. On the other hand, here are just a few of the government agencies which do begin their sessions or meetings with the Pledge: The United States Senate & House; the Missouri State Senate & House, and closer to home, the City Councils of Kirkwood, Rock Hill, Brentwood, Sunset Hills, Manchester, Ballwin, Chesterfield, and the list goes on. But let’s be fair. Not everyone says it. And my guess is that some of your residents may even oppose it for various reasons. So, it is your choice. But I hope you 1 choose to say it, as every Pledge we make humbles and reminds us that we are all united as one country, in liberty and justice, and that we are part of something much bigger than ourselves in little Webster Groves. The second is CELEBRATIONS FROM CITY COUNCIL & CITY STAFF. The School Board does this at EVERY meeting. Don’t get me wrong. You routinely recognize the performance of your different city departments, boards and commissions in your work sessions, like Marie did tonight with Public Works, and make occasional proclamations during regular meetings of special individual or group accomplishments, recognitions and retirements. What I’m talking about is standardizing such celebrations at the beginning of EVERY regular meeting. No ceremony, no proclamations, and no photo-ops. Just a shout-out. And in choosing your celebrants, you may wish to take a page from Sports Illustrated’s great regular feature called “Faces In The Crowd” and celebrate our unsung heroes & ordinary residents who do extraordinary things every day for the good of the community. For example, you could give a well-deserved shout-out and celebration to all our friends – like Ali, Essa, Carrie & Ashley – at Webster’s beloved hole in the wall greasy spoon called the Boardwalk Café. No, they aren’t rich or expensive, like Olive & Oak or Frisco, but they work their butts off every day to serve the best breakfast in town at prices you can afford in the bes couldt damn diner in town where everybody knows your name. It would really mean a lot to them. And, as an added bonus, Jenny, could even include an additional mention on the city’s web site and/or the Friday Page. In short, doesn’t take much effort to do and the celebrated people don’t even have to be there. But it can go a long way in making your residents feel valued and that they matter, plus you get to start every meeting on a positive & uplifting note. Thank YOU! 2  RESOLUTION #2023-01 A RESOLUTION ENGAGING THE SERVICES OF WM FINANCIAL STRATEGIES, AS MUNICIPAL ADVISOR TO THE CITY, AND GILMORE & BELL, P.C., AS BOND AND DISCLOSURE COUNSEL TO THE CITY WHEREAS, the City Council of the City of Webster Groves, Missouri (the “City”) is considering the issuance of general obligation bonds (the “Bonds”), upon approval by the voters of the City, for the purpose of financing the acquisition and construction of certain capital improvement projects in the City including a new municipal aquatic center; and WHEREAS, in connection with the issuance of the Bonds, the City desires to engage the services of Joy A. Howard d/b/a WM Financial Strategies, as municipal advisor to the City, and Gilmore & Bell, P.C., as bond and disclosure counsel to the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEBSTER GROVES, MISSOURI, AS FOLLOWS: Section 1. The City hereby engages Joy A. Howard d/b/a WM Financial Strategies, as municipal advisor to the City in connection with the issuance of the Bonds (the “Municipal Advisor”), in accordance with the terms of the Municipal Advisor Agreement attached hereto as Exhibit A, which the City Manager is authorized to sign on behalf of the City. Section 2. The City hereby engages Gilmore & Bell, P.C. to serve as bond and disclosure counsel to the City in connection with the issuance of the Bonds, in accordance with the terms of the engagement letter attached hereto as Exhibit B, which the City Manager is authorized to sign on behalf of the City. Section 3. The officers of the City, including the Mayor, the City Manager and the Assistant City Manager/Director of Finance and Administration and City Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Resolution and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Section 4. If any section or other part of this Resolution is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Resolution. Section 5. This Resolution shall be in full force and effect from and after its adoption by the City Council. PASSED BY THE CITY COUNCIL THIS _____ DAY OF JANUARY, 2023. _______________________________________ Mayor ATTEST: _________________________________ City Clerk  EXHIBIT A WM FINANCIAL STRATEGIES MUNICIPAL ADVISOR AGREEMENT  MUNCIPAL ADVISOR AGREEMENT THIS FINANCIAL ADVISORY AGREEMENT (The “Agreement”) dated as of ____________, 2023 is between Joy A. Howard /dba/ WM Financial Strategies and the City of Webster Groves, Missouri (the “City”). WHEREAS, The City is planning to seek voter approval of general obligation bonds to finance capital projects including, in particular, a new swimming pool (the “Bonds”), and WHEREAS, The City desires to engage WM Financial Strategies to serve as its financial advisor to assist in structuring the bond issue and arranging the issuance and sale of the bonds. NOW THEREFORE, In consideration of the terms set forth herein, WM Financial Strategies and the City agree as follows: 1. AGREEMENT TO HIRE AND PROVIDE SERVICES. The City hereby hires WM Financial Strategies to provide the services set forth in the Exhibit to this Agreement. 2. AGREEMENT TO PROVIDE INFORMATION. The City agrees to provide WM Financial Strategies with information including financial statements, budgets, and other information required to provide the services set forth herein. 3. COST OF ISSUANCE. WM Financial Strategies shall pay its out-of-pocket expenses consisting of office supplies, telephone, reproductions, courier, and postage. All other costs which may include, but are not limited to Bond Counsel, CUSIP numbers, registration, Bond printing, rating, advertising, and paying agent fees shall be the responsibility of the City. 4. COMPENSATION. For its services, WM Financial Strategies shall receive a fee equal to $15,000, contingent and payable upon the closing of the bond sale. 5. PROPERTY OWNERSHIP. All reports, studies and data obtained or compiled as part of this Agreement shall be the property of the City. All such reports, studies and data shall be delivered promptly to the City as completed. The City may additionally request receipt of partially completed reports, studies and data in order to assess the status of completion of services. 6. MODIFICATION AND TERMINATION. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both parties. This agreement shall terminate upon the issuance of the Bonds or December 31, 2024 if voter approval has not been obtained. CITY OF WEBSTER GROVES, MISSOURI WM FINANCIAL STRATEGIES, MISSOURI BY: _________________________________ BY: ______________________________  EXHIBIT SERVICES  Financing Plans WM Financial Strategies will develop financing plans which will include recommendations with respect to the maturity schedule, issue size, tax rates, and bond issue dates.  Bond Election WM Financial Strategies will work with Bond Counsel in developing the documents calling for the election. Thereafter, WM Financial Strategies will assist the City with computations that may be required for the election education materials.  Bond Structuring and Terms WM Financial Strategies will develop final financing plans which will include recommendations with respect to the maturity schedule, redemption provisions, designation and flow of funds for bond accounts, bond payment dates, bond pricing, continuing disclosure and procedures for investment of funds.  Document Preparation WM Financial Strategies will assist the City and Bond Counsel in the development of the bond resolutions and other bond documents. WM Financial Strategies will recommend the financial provisions for inclusion in these documents including, among others, rate limitations, the price at which the bonds may be sold, basis for award of bonds, date of sale, and provisions with respect to the good faith deposit.  Official Statement Preparation WM Financial Strategies will prepare the Preliminary and Final Official Statement (collectively the “Official Statement”) to be used in conjunction with the sale of bonds. In order to assist the City in completing its Official Statement, WM Financial Strategies will collect, research, develop and compile data for use therein and shall attempt to remove as much of this burden as possible from the City’s staff however, the City will be responsible for the accuracy of the Official Statement. In addition, WM Financial Strategies will prepare the Notice of Sale.  Paying Agent Selection WM Financial Strategies shall assist the City in selecting a paying agent/registrar/transfer agent.  Bond Marketing WM Financial Strategies shall develop a marketing plan for the bonds including (a) identifying the information to be distributed to prospective underwriters (bidders), (b) arranging printing and distribution of the official statement and notice of sale, (c) assisting in the arrangements for advertising the bond sale, and (d) recommending the date and time for the bond sale. The date of sale shall be based on current and anticipated bond market conditions with particular attention to the timing requirements of the specific project under consideration. In addition, WM Financial Strategies shall personally contact prospective bidders to stimulate interest in the issue.  Bond Sale Services WM Financial Strategies shall represent the City at the time of the bond sale in tabulating and comparing bids and in analyzing each bid for conformance to the bidding specifications. Thereafter, WM Financial Strategies will recommend whether to accept the best bid in conformance with the bidding specifications or reject the bids. Following the receipt of bids, WM Financial Strategies shall not be responsible for monitoring the yields or prices assigned in any sale of the Bonds. To the extent required to comply with the Internal Revenue Service’s issue price rules, WM Financial Strategies shall work with Bond Counsel to obtain the Underwriter’s final documentation regarding pricing.  Rating WM Financial Strategies shall prepare information to be submitted to Moody’s Investors Service for a rating and shall assist the City in obtaining the highest possible rating on the Bonds by conducting one or more rating preparation meetings.  Market Analysis In order to appropriately advise the City on the establishment of a desirable sale date and to keep the City abreast of the cost of the financing plan under development, WM Financial Strategies shall monitor the following:  The general condition and trends in the economy.  The condition of capital markets.  The status of recently sold competitive bond issues.  The supply of issues coming to market.  Investment of Bond Proceeds At the request of the City, WM Financial Strategies is available to assist the City, without compensation, in determining the timing of maturities on investments as well as advising on the investment instruments to be utilized.  Mathematical Computations To analyze different debt patterns, WM Financial Strategies will prepare maturity schedules and other schedules showing mathematical results. These schedules will be prepared using the computer systems and proprietary software maintained by WM Financial Strategies. The schedules will be updated from time to time to reflect changes in market conditions.  Attendance at Meetings WM Financial Strategies shall attend meetings to explain the progress of the transaction and the various documents to be adopted by the City.  Technical Services WM Financial Strategies shall provide technical services required to effectuate the bond closing. These services include, among others, assisting with the establishment of the bond accounts, the transfer of funds at the time of the bond closing, and obtaining CUSIP identification numbers.  REQUIRED DISCLOSURES WM Financial Strategies, is a registered municipal advisor with the Securities and Exchange Commission (“SEC”) and the Municipal Securities Rulemaking Board (“MSRB”). The Municipal Securities Rulemaking Board requires disclosures relating to (a) conflicts of interest, (b) disciplinary events filed with the Securities and Exchange Commission, and (c) fee arrangements. These disclosures are set forth below: (a) WM Financial Strategies has no known conflicts of interest relating to this transaction. (b) Joy A. Howard has not been the subject of any disciplinary event. (c) The Municipal Advisor Agreement includes contingent fees payable upon the closing of the bond sale. The Municipal Securities Rulemaking Board has identified fees contingent on the closing of a transaction as a potential conflict of interest since it could encourage proceeding with a transaction that may not feasible; however, WM Financial Strategies has a fiduciary duty to serve in the City’s best interest which should mitigate the potential conflict of interest. WM Financial Strategies is required to provide its clients the following information at least once in any calendar year during the term of its engagement: (a) Notice that as a client of a registered municipal advisor you have certain protections from the MSRB. (b) You may access a brochure regarding your protections and how to file a complaint on the MSRB’s website at http://www.msrb.org.  EXHIBIT B GILMORE & BELL, P.C. ENGAGEMENT LETTER FOR BOND COUNSEL SERVICES  January 11, 2023 City Council City of Webster Groves, Missouri Re: Proposed Issuance of General Obligation Bonds Gentlemen: We are pleased to submit this proposal to serve as bond and disclosure counsel in connection with the proposed issuance of one or more series of general obligation bonds by the City of Webster Groves, Missouri (the “City”), for the purpose of financing the acquisition and construction of certain capital improvement projects in the City including a new municipal aquatic center. The purpose of this letter is to set forth our responsibilities and fees with respect to this financing. SCOPE OF SERVICES In this engagement, as bond and disclosure counsel to the City, we expect to perform the following duties: (1) Subject to the completion of proceedings to our satisfaction, render our legal opinion (the “Bond Opinion”) regarding the validity and binding effect of the Bonds, the excludability of interest on the Bonds from gross income for federal and Missouri income tax purposes, and such related matters as we deem necessary or appropriate. (2) Examine applicable law as it relates to the authorization and issuance of the Bonds and our Bond Opinion and advise the City regarding the legal authority for the issuance of the Bonds and other legal matters related to the structure of the Bonds. (3) Prepare election proceedings, authorizing proceedings and legal documents necessary or appropriate to the authorization, issuance and delivery of the Bonds and coordinate the authorization and execution of such documents. (4) We understand that the City’s financial advisor will be drafting the Preliminary Official Statement and the final Official Statement on behalf of the City. In our capacity as disclosure counsel to the City, we will: (a) assist the City in the preparation of the Preliminary Official Statement and the final Official Statement relating to the Bonds and consult with the City regarding any disclosure issues that may arise in conjunction with the planned issuance of the Bonds, (b) conduct a due diligence review of the City as a basis for the delivery of our SEC 10b-5 letter described below, and assist the City in responding to the due diligence requests of the underwriter and its counsel, and (c) at closing, deliver to the underwriter and the City a customary SEC Rule 10b-5 letter relating to the Official Statement.  (5) Draft or review the continuing disclosure undertaking of the City. (6) Assist the City in seeking from other governmental authorities such approvals, permissions, and exemptions as we determine are necessary or appropriate in connection with the authorization, issuance and delivery of the Bonds. (7) Assist the City in presenting information to bond rating organizations and providers of credit enhancement relating to legal issues affecting the issuance of the Bonds. (8) Attend meetings and conferences related to the Bonds and otherwise consult with the parties to the transaction prior to the issuance of the Bonds. (9) Coordinate the closing of the transaction, and after the closing assemble and distribute transcripts of the proceedings and documentation relating to the authorization and issuance of the Bonds. (10) Undertake such additional duties as we deem necessary to complete the financing and to render our Bond Opinion. Our Bond Opinion will be addressed to the City and will be delivered by us on the date the Bonds are exchanged for their purchase price (the “Closing”). The Bond Opinion will be based on facts and law existing as of its date. In rendering our Bond Opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the City with applicable laws relating to the Bonds. During the course of this engagement, we will rely on you to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds and their security. We understand that you will direct members of your staff and other employees of the City to cooperate with us in this regard. Our duties in this engagement are limited to those expressly set forth above. Among other things, our duties do not include: (a) Preparing requests for tax rulings from the Internal Revenue Service or no-action letters from the Securities and Exchange Commission, or representing the City in Internal Revenue Service examinations or inquiries or Securities and Exchange Commission investigations. (b) Preparing blue sky or investment surveys or filings with respect to the Bonds. (c) Drafting state constitutional or legislative amendments or pursuing test cases or other litigation. (d) Making an investigation or expressing any view as to the creditworthiness of the City or any credit enhancement provider for the Bonds. (e) Preparing or negotiating the terms of any guaranteed investment contract or other investment agreement. -2-  (f) After Closing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking. (g) After Closing, providing continuing advice to the City or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes (e.g., our engagement does not include rebate calculations for the Bonds). (h) Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion. ATTORNEY-CLIENT RELATIONSHIP Upon execution of this engagement letter, the City will be our client and an attorney-client relationship will exist between us. We assume that all other parties will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. We further assume that all other parties understand that in this transaction we represent only the City, we are not counsel to any other party, and we are not acting as an intermediary among the parties. Our services as bond and disclosure counsel are limited to those contracted for in this letter; the City’s execution of this engagement letter will constitute an acknowledgment of those limitations. Our representation of the City will not affect, however, our responsibility to render an objective Bond Opinion. Our representation of the City and the attorney-client relationship created by this engagement letter will be concluded upon issuance of the Bonds and delivery of our Bond Opinion. Nevertheless, subsequent to Closing, we will mail the Internal Revenue Service Form 8038-G and prepare and distribute to the participants in the transaction a transcript of the proceedings pertaining to the Bonds. We do not undertake (unless separately engaged) to provide continuing advice to the City or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal and Missouri income tax purposes or to assure compliance with the continuing disclosure requirements of applicable federal securities laws. Nonetheless, subsequent events may affect the tax- exempt status of interest on the Bonds and compliance with federal securities laws. Consequently, continued monitoring and other action to assure compliance with these requirements may be necessary. Should the City want our firm to assist with such compliance (e.g., arbitrage rebate calculations and ongoing securities law disclosure), our participation in such post-closing matters must be specifically requested, and a separate engagement will be required. FEES Once approved by the voters, we understand that the City may be issuing the Bonds in several series. Our fee for serving as bond counsel and providing the services listed above under “SCOPE OF SERVICES” (excluding the services listed under paragraph 4) for each series will be as follows: Principal Amount Fee $2,500,000 to $5,000,000 $17,500 + $3.50 per $1,000 over $2,500,000 $5,000,001 to $10,000,000 $27,500 + $1.75 per $1,000 over $5,000,001 Over $10,000,001 $37,500 + $1.00 per $1,000 over $10,000,001 -3-  Our fee for serving as disclosure counsel and providing the services listed above under paragraph 4 under “SCOPE OF SERVICES” will be an additional fee of $7,500 for each series of Bonds. All fees are inclusive of out-of-pocket expenses (travel, copies, etc.). Our fee will be payable only at the successful completion of the financing. If for any reason the financing is not consummated, we will not be entitled to any fee or reimbursement of any out-of-pocket expenses. RECORDS At your request, papers and property furnished by you will be returned promptly upon receipt of payment for outstanding fees and client charges. Our own files, including lawyer work product, pertaining to the transaction will be retained by us. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or other materials retained by us after the termination of this engagement. CONCLUSION Thank you for the opportunity to submit this proposal to serve as bond and disclosure counsel to the City. If you have any questions concerning this proposal, please do not hesitate to contact me. Very truly yours, Shannon W. Creighton SWC:etm ACCEPTED ON THE BASIS OF THE TERMS SET FORTH ABOVE THIS _____ DAY OF __________________, 2023. CITY OF WEBSTER GROVES, MISSOURI By: Title: Date: -4-